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As filed with the Securities and Exchange Commission on September 19, 2000
Registration No. 333-40862-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933*
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NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1055798
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1840 Century Park East
Los Angeles, California
90067
(310) 553-6262
(Address of registrant's principal executive offices)
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THE COMPTEK RESEARCH, INC. 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
THE COMPTEK RESEARCH, INC. 1998 EQUITY INCENTIVE STOCK PLAN
(Full title of the plan)
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John H. Mullan, Esq.
Corporate Vice President and Secretary
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, address, and telephone number of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO
THE PLANS: Promptly after the filing of this Post-Effective Amendment.
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* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described herein. See "EXPLANATORY NOTE."
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EXPLANATORY NOTE
Northrop Grumman Corporation (the "Company") hereby amends its Registration
Statement on Form S-4 (No. 333-40862) (the "S-4") by filing this Post-Effective
Amendment No. 1 on Form S-8 (the "Post-Effective Amendment") relating to its
common stock, par value $1.00 per share (the "Common Stock"). The S-4 registers
2,158,570 shares of Common Stock, including 114,755 shares of Common Stock for
issuance upon exercise of options granted pursuant to the terms of Comptek
Research, Inc.'s 1994 Stock Option Plan for Non-Employee Directors and 1998
Equity Incentive Stock Plan (the "Plans").
On August 31, 2000, pursuant to an Agreement and Plan of Merger, dated as
of June 12, 2000, as amended, among the Company, Comptek Research, Inc.
("Comptek") and Yavapai Acquisition Corp., a wholly-owned subsidiary of the
Company ("Yavapai"), the following events (among others) occurred: (a) Yavapai
merged with and into Comptek, with Comptek surviving as a wholly-owned
subsidiary of the Company (the "Merger"); (b) each outstanding share of Comptek
common stock, par value $.02 per share, other than those shares owned by the
Company, Comptek or any of their respective subsidiaries or shares held by
Comptek as treasury stock, was converted into a right to receive 0.2799 shares
of Common Stock; (c) outstanding options to purchase Comptek common stock under
the Plans were converted into options to purchase Common Stock; and (d) the
Company assumed the Plans.
Prior to the Merger, shares of Comptek common stock were registered for
issuance under the Plans pursuant to Registration Statements on Form S-8,
Registration Nos. 33-82536 and 333-62753. As a result of the Merger, shares of
Common Stock will be issued to the participants in the Plans upon the exercise
of options under the Plans. The purpose of this Registration Statement is to
register shares of Common Stock for issuance pursuant to the Plans.
The designation of this Post-Effective Amendment as Registration No. 333-
40862-01 denotes that the Post-Effective Amendment relates only to the shares of
Common Stock issuable upon exercise of stock options under the Plans and that
this is the first Post-Effective Amendment to the Form S-4 filed with respect to
such shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as filed on February 24, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the period ended
March 31, 2000, as filed on May 9, 2000, and for the period ended June 30,
2000, as filed on August 11, 2000;
(c) The Company's Current Report on Form 8-K as filed on August 8,
2000;
(d) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed by the Company on September 22, 1988 pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for purposes of
updating the description;
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(e) The description of rights issuable pursuant to the Common Stock
Purchase Rights Plan dated September 21, 1998, which description is
contained in the Registration Statement on Form 8-A filed by the Company on
November 13, 1998, including any amendment or report filed for purposes of
updating the description.
All documents filed subsequent to the date hereof by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing (each such document, an "Incorporated Document"). Any
statement contained herein or in an Incorporated Document deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon by John H. Mullan, Esq., 1840 Century Park East, Los
Angeles, California 90067. Mr. Mullan is Corporate Vice President and Secretary
of the Company. Mr. Mullan is also a shareholder. As of September 18, 2000,
Mr. Mullan beneficially owned less than one percent of the Company's issued and
outstanding Common Stock.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the ``DGCL'' ) authorizes
corporations to limit or eliminate the personal liability of directors to the
corporation and its stockholders for monetary damages in connection with the
breach of a director's fiduciary duty of care. The duty of care requires that,
when acting on behalf of the corporation, directors must exercise an informed
business judgment based on all material information reasonably available to
them. Absent the limitation authorized by the DGCL, directors could be
accountable to corporations and their stockholders for monetary damages for
conduct that does not satisfy such duty of care. Although the DGCL does not
change a director's duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The Company's
certificate of incorporation limits the liability of directors to the
corporation or its stockholders to the fullest extent permitted by the DGCL as
in effect from time to time. Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or to its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives any improper personal benefit.
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The bylaws of the Company provide that the corporation shall indemnify its
officers, directors and employees to the fullest extent permitted by the DGCL.
the Company believes that indemnification under its bylaws covers at least
negligence and gross negligence on the part of the indemnified parties.
The Company has entered into an agreement with each of its directors and
certain of its officers indemnifying them to the fullest extent permitted by the
foregoing. The Company has also purchased director and officer liability
insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description of Exhibit
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3.1 -- Certificate of Incorporation of Northrop Grumman
Corporation, as amended, incorporated by reference to
Exhibit 4.1 of Northrop Grumman's Registration Statement
on Form S-3 (33-55143) filed on August 18, 1994.
3.2 -- Bylaws of Northrop Grumman Corporation, as amended and
restated on February 16, 2000, incorporated by reference
to Exhibit 3.A of Northrop Grumman's Quarterly Report on
Form 10-Q for the period ended March 31, 2000, filed on
May 9, 2000.
4.1 -- Specimen Common Stock Certificate incorporated by
reference to Exhibit 4.8 of Northrop Grumman's
Registration Statement on Form S-3 (33-85633), dated
August 20, 1999.
5.1 -- Opinion of John H. Mullan regarding the validity of the
securities being registered.*
15.1 Letter from Independent Accountant regarding
unaudited accounting information.
23.1 -- Consent of Deloitte & Touche, LLP.
23.3 -- Consent of John H. Mullan (included in Exhibit 5.1).
24.1 -- Power of Attorney.*
24.2 -- Power of Attorney.*
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* Previously filed
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Item 9. Undertakings
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d) That, for the purpose of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described in Item 6 of this Registration Statement,
or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Los Angeles, State of California, on this 19th day of
September, 2000.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan
Attorney in Fact*
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ KENT KRESA Chairman of the Board, President September 19, 2000
---------------------------------------------- and Chief Executive Officer and Director
Kent Kresa* (Principal Executive Officer)
/s/ RICHARD B. WAUGH, JR. Corporate Vice President and September 19, 2000
---------------------------------------------- Chief Financial Officer (Principal
Richard B. Waugh, Jr.* Financial Officer and Principal
Accounting Officer)
/s/ JACK R. BORSTING Director September 19, 2000
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Jack R. Borsting*
/s/ JOHN T. CHAIN, JR. Director September 19, 2000
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John T. Chain*
</TABLE>
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<S> <C> <C>
/s/ VIC FAZIO Director September 19, 2000
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Vic Fazio*
/s/ PHILLIP FROST Director September 19, 2000
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Phillip Frost*
/s/ ROBERT A. LUTZ Director September 19, 2000
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Robert A. Lutz*
/s/ AULANA L. PETERS Director September 19, 2000
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Aulana L. Peters*
/s/ JOHN E. ROBSON Director September 19, 2000
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John E. Robson*
/s/ RICHARD M. ROSENBERG Director September 19, 2000
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Richard M. Rosenberg*
/s/ JOHN BROOKS SLAUGHTER Director September 19, 2000
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John Brooks Slaughter*
/s/ RICHARD J. STEGEMEIER Director September 19, 2000
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Richard J. Stegemeier*
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Director
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Charles R. Larson
*By: /s/ John H. Mullan
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Attorney in Fact
* By authority of powers of attorney
filed with this registration statement
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